Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
May. 31, 2015 | Jun. 29, 2015 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | PROGRESS SOFTWARE CORP /MA | |
Entity Central Index Key | 876,167 | |
Document Type | 10-Q | |
Document Period End Date | May 31, 2015 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --11-30 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 49,999,266 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | May. 31, 2015 | Nov. 30, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 166,020 | $ 263,082 |
Short-term investments | 33,101 | 20,186 |
Total cash, cash equivalents and short-term investments | 199,121 | 283,268 |
Accounts receivable (less allowances of $2,278 and $2,592, respectively) | 56,440 | 68,311 |
Other current assets | 19,454 | 24,028 |
Deferred tax assets | 37,564 | 10,066 |
Total current assets | 312,579 | 385,673 |
Property and equipment, net | 57,653 | 59,351 |
Intangible assets, net | 128,605 | 20,578 |
Goodwill | 370,533 | 232,836 |
Deferred tax assets | 2,976 | 2,259 |
Other assets | 4,672 | 2,364 |
Total assets | 877,018 | 703,061 |
Current liabilities: | ||
Current portion of long-term debt | 7,500 | 0 |
Accounts payable | 10,191 | 11,749 |
Accrued compensation and related taxes | 22,816 | 20,815 |
Income taxes payable | 3,974 | 2,246 |
Other accrued liabilities | 24,873 | 25,936 |
Short-term deferred revenue | 127,037 | 92,557 |
Total current liabilities | 196,391 | 153,303 |
Long-term debt | 138,750 | 0 |
Long-term deferred revenue | 2,588 | 3,683 |
Deferred tax liabilities | 9,703 | 305 |
Other noncurrent liabilities | $ 6,587 | $ 2,525 |
Commitments and contingencies | ||
Shareholders’ equity: | ||
Preferred stock, $0.01 par value; authorized, 1,000,000 shares; issued, none | $ 0 | $ 0 |
Common stock, $0.01 par value, and additional paid-in capital; authorized, 200,000,000 shares; issued and outstanding, 49,982,674 shares in 2015 and 50,676,769 shares in 2014 | 212,157 | 209,778 |
Retained earnings | 332,757 | 347,193 |
Accumulated other comprehensive loss | (21,915) | (13,726) |
Total shareholders’ equity | 522,999 | 543,245 |
Total liabilities and shareholders’ equity | $ 877,018 | $ 703,061 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | May. 31, 2015 | Nov. 30, 2014 |
Assets | ||
Allowance for accounts receivable (in dollars) | $ 2,278 | $ 2,592 |
Stockholders' Equity: | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 49,982,674 | 50,676,769 |
Common stock, shares outstanding | 49,982,674 | 50,676,769 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
May. 31, 2015 | May. 31, 2014 | May. 31, 2015 | May. 31, 2014 | |
Revenue: | ||||
Software licenses | $ 28,722 | $ 27,988 | $ 53,953 | $ 50,252 |
Maintenance and services | 60,095 | 52,839 | 116,245 | 105,113 |
Total revenue | 88,817 | 80,827 | 170,198 | 155,365 |
Costs of revenue: | ||||
Cost of software licenses | 1,365 | 1,139 | 3,085 | 3,146 |
Cost of maintenance and services | 10,288 | 5,709 | 21,563 | 11,054 |
Amortization of acquired intangibles | 4,093 | 530 | 8,726 | 1,059 |
Total costs of revenue | 15,746 | 7,378 | 33,374 | 15,259 |
Gross profit | 73,071 | 73,449 | 136,824 | 140,106 |
Operating expenses: | ||||
Sales and marketing | 31,852 | 24,359 | 62,602 | 48,868 |
Product development | 22,290 | 15,480 | 45,111 | 30,593 |
General and administrative | 13,673 | 11,428 | 27,988 | 23,155 |
Amortization of acquired intangibles | 3,171 | 148 | 6,373 | 312 |
Restructuring expenses | 3,810 | 124 | 6,153 | 320 |
Acquisition-related expenses | 1,010 | 1,630 | 2,518 | 2,576 |
Total operating expenses | 75,806 | 53,169 | 150,745 | 105,824 |
(Loss) income from operations | (2,735) | 20,280 | (13,921) | 34,282 |
Other (expense) income: | ||||
Interest expense | (947) | (158) | (2,086) | (308) |
Interest income and other, net | 454 | 754 | 968 | 1,417 |
Foreign currency gain (loss), net | (532) | (725) | 1,025 | (1,232) |
Total other (expense) income, net | (1,025) | (129) | (93) | (123) |
(Loss) income before income taxes | (3,760) | 20,151 | (14,014) | 34,159 |
(Benefit) provision for income taxes | (9,529) | 7,352 | (18,812) | 10,260 |
Net income | $ 5,769 | $ 12,799 | $ 4,798 | $ 23,899 |
Earnings per share: | ||||
Basic (in dollars per share) | $ 0.11 | $ 0.25 | $ 0.10 | $ 0.47 |
Diluted (in dollars per share) | $ 0.11 | $ 0.25 | $ 0.09 | $ 0.46 |
Weighted average shares outstanding: | ||||
Basic (in shares) | 50,342 | 51,049 | 50,505 | 51,271 |
Diluted (in shares) | 51,085 | 51,673 | 51,224 | 51,919 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
May. 31, 2015 | May. 31, 2014 | May. 31, 2015 | May. 31, 2014 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 5,769 | $ 12,799 | $ 4,798 | $ 23,899 |
Other comprehensive (loss) income, net of tax: | ||||
Foreign currency translation adjustments | (2,672) | 989 | (8,154) | 1,138 |
Unrealized (losses) gains on investments, net of tax of $0 for the second quarter and first six months of 2015, and $28 and $159 for the second quarter and first six months of 2014, respectively | (33) | (118) | (35) | 107 |
Total other comprehensive (loss) income, net of tax | (2,705) | 871 | (8,189) | 1,245 |
Comprehensive income (loss) | $ 3,064 | $ 13,670 | $ (3,391) | $ 25,144 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
May. 31, 2015 | May. 31, 2014 | May. 31, 2015 | May. 31, 2014 | |
Statement of Comprehensive Income [Abstract] | ||||
Tax provision (benefit) included in accumulated unrealized gains on investments | $ 0 | $ (28) | $ 0 | $ (159) |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
May. 31, 2015 | May. 31, 2014 | |
Cash flows from operating activities: | ||
Net income | $ 4,798 | $ 23,899 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization of property and equipment | 4,999 | 4,887 |
Amortization of intangibles and other | 16,496 | 2,160 |
Stock-based compensation | 12,275 | 11,254 |
Loss on disposal of property | 14 | 33 |
Asset impairment | 3,947 | 0 |
Deferred income taxes | (28,966) | 294 |
Excess tax benefit from stock plans | (710) | (160) |
Allowances for accounts receivable | 307 | 208 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 15,226 | 8,914 |
Other assets | 2,114 | 6,815 |
Accounts payable and accrued liabilities | (3,702) | (19,061) |
Income taxes payable | 1,340 | 410 |
Deferred revenue | 29,793 | 2,887 |
Net cash flows from operating activities | 57,931 | 42,540 |
Cash flows used in investing activities: | ||
Purchases of investments | (19,266) | (1,900) |
Sales and maturities of investments | 5,941 | 9,435 |
Purchases of property and equipment | (4,405) | (6,099) |
Capitalized software development costs | (1,383) | (1,938) |
Payments for acquisitions, net of cash acquired | (246,275) | (12,493) |
Proceeds from divestitures, net | 4,500 | 3,300 |
Decrease in other noncurrent assets | 0 | 104 |
Net cash flows used in investing activities | (260,888) | (9,591) |
Cash flows from (used in) financing activities: | ||
Proceeds from stock-based compensation plans | 6,356 | 6,904 |
Purchases of common stock related to withholding taxes from the issuance of restricted stock units | (2,851) | (3,141) |
Repurchases of common stock | (32,868) | (34,999) |
Excess tax benefit from stock plans | 710 | 160 |
Payment of contingent consideration | 0 | (210) |
Proceeds from the issuance of debt | 150,000 | 0 |
Payment of long-term debt | (3,750) | 0 |
Payment of issuance costs for long-term debt | (1,707) | 0 |
Net cash flows from (used in) financing activities | 115,890 | (31,286) |
Effect of exchange rate changes on cash | (9,995) | 1,490 |
Net (decrease) increase in cash and cash equivalents | (97,062) | 3,153 |
Cash and cash equivalents, beginning of period | 263,082 | 198,818 |
Cash and cash equivalents, end of period | 166,020 | 201,971 |
Supplemental disclosure: | ||
Cash paid for income taxes, net of refunds of $1,335 in 2015 and $153 in 2014 | 3,850 | 3,831 |
Cash paid for interest | 1,427 | 0 |
Non-cash financing activities: | ||
Total fair value of restricted stock awards, restricted stock units and deferred stock units on date vested | $ 9,942 | $ 10,494 |
Condensed Consolidated Stateme8
Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | 6 Months Ended | |
May. 31, 2015 | May. 31, 2014 | |
Statement of Cash Flows [Abstract] | ||
Proceeds from income tax refunds | $ 1,335 | $ 153 |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
May. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation Company Overview - We are a global software company that simplifies the development, deployment and management of business applications on-premise or in the cloud, on any platform or device, to any data source, with enhanced performance, minimal IT complexity and low total cost of ownership. Our comprehensive portfolio of products provides leading solutions for rapid development, broad data integration and efficient data analysis. Our solutions are used across a variety of industries. Our products are generally sold as perpetual licenses, but certain products and business activities also use term licensing models and our cloud-based offerings use a subscription based model. More than half of our worldwide license revenue is realized through relationships with indirect channel partners, principally application partners and original equipment manufacturers (OEMs). Application partners are independent software vendors (ISVs) that develop and market applications using our technology and resell our products in conjunction with sales of their own products that incorporate our technology. OEMs are companies that embed our products into their own software products or devices. We operate in North America and Latin America (the Americas); Europe, the Middle East and Africa (EMEA); and the Asia Pacific region, through local subsidiaries as well as independent distributors. Basis of Presentation and Significant Accounting Policies - We prepared the accompanying unaudited condensed consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (SEC) regarding interim financial reporting. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America (GAAP) for complete financial statements and these unaudited financial statements should be read in conjunction with the audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended November 30, 2014 . We made no significant changes in the application of our significant accounting policies that were disclosed in our Annual Report on Form 10-K for the fiscal year ended November 30, 2014 . We have prepared the accompanying unaudited condensed consolidated financial statements on the same basis as the audited financial statements included in our Annual Report on Form 10-K, and these financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results of the interim periods presented. The operating results for the interim periods presented are not necessarily indicative of the results expected for the full fiscal year. Recent Accounting Pronouncements - In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) (ASU 2014-09). ASU 2014-09 outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. This new guidance is effective for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2016. Early adoption is not permitted. Entities have the option of using either a full retrospective or a modified approach to adopt the guidance. In April 2015, the FASB voted to propose a delay in the effective date of this ASU for reporting periods beginning after December 15, 2017, with early adoption permitted as of the original effective date. As a result, the proposed new effective date for the Company will be December 1, 2018. This update could impact the timing and amounts of revenue recognized. Management is currently assessing the impact the adoption of this ASU will have on the Company’s consolidated financial statements. In April 2015, the FASB issued Accounting Standards Update No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30) Simplifying the Presentation of Debt Issuance Costs (ASU 2015-03). ASU 2015-03 requires debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability, consistent with the presentation of a debt discount. The guidance in ASU 2015-03 is required for annual reporting periods beginning after December 15, 2015, including interim periods within the reporting period. Early adoption is permitted for financial statements that have not been previously issued. The Company is considering early adoption of the new standard and expects the impact on the Company's consolidated balance sheets to be a reclassification of approximately $1.4 million from other assets to long-term debt as of December 1, 2015. |
Cash, Cash Equivalents and Inve
Cash, Cash Equivalents and Investments | 6 Months Ended |
May. 31, 2015 | |
Investments and Cash [Abstract] | |
Cash, Cash Equivalents And Investments | Cash, Cash Equivalents and Investments A summary of our cash, cash equivalents and available-for-sale investments at May 31, 2015 is as follows (in thousands): Amortized Cost Basis Unrealized Gains Unrealized Losses Fair Value Cash $ 144,175 $ — $ — $ 144,175 Money market funds 21,845 — — 21,845 State and municipal bond obligations 33,050 63 (12 ) 33,101 Total $ 199,070 $ 63 $ (12 ) $ 199,121 A summary of our cash, cash equivalents and available-for-sale investments at November 30, 2014 is as follows (in thousands): Amortized Cost Basis Unrealized Gains Unrealized Losses Fair Value Cash $ 195,189 $ — $ — $ 195,189 Money market funds 67,893 — — 67,893 State and municipal bond obligations 20,100 86 — 20,186 Total $ 283,182 $ 86 $ — $ 283,268 Such amounts are classified on our condensed consolidated balance sheets as follows (in thousands): May 31, 2015 November 30, 2014 Cash and Equivalents Short-Term Investments Cash and Equivalents Short-Term Investments Cash $ 144,175 $ — $ 195,189 $ — Money market funds 21,845 — 67,893 — State and municipal bond obligations — 33,101 — 20,186 Total $ 166,020 $ 33,101 $ 263,082 $ 20,186 The fair value of debt securities by contractual maturity is as follows (in thousands): May 31, November 30, Due in one year or less $ 10,384 $ 11,140 Due after one year (1) 22,717 9,046 Total $ 33,101 $ 20,186 (1) Includes state and municipal bond obligations, which are securities representing investments available for current operations and are classified as current in the consolidated balance sheets. We did not hold any investments with continuous unrealized losses as of May 31, 2015 or November 30, 2014 . |
Derivative Instruments
Derivative Instruments | 6 Months Ended |
May. 31, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | Derivative Instruments We generally use forward contracts that are not designated as hedging instruments to hedge economically the impact of the variability in exchange rates on accounts receivable denominated in certain foreign currencies. We generally do not hedge the net assets of our international subsidiaries. All forward contracts are recorded at fair value in other current assets, other current liabilities, or other noncurrent liabilities on the condensed consolidated balance sheets at the end of each reporting period and expire from 90 days to two years . In the three and six months ended May 31, 2015 , realized and unrealized losses of $1.2 million and $2.5 million , respectively, from our forward contracts were recognized in foreign currency gain (loss), net in the condensed consolidated statements of operations. In the three and six months ended May 31, 2014, realized and unrealized losses of $0.8 million and $1.1 million , respectively, from our forward contracts were recognized in foreign currency gain (loss), net in the condensed consolidated statements of operations. These losses were substantially offset by realized and unrealized gains on the offsetting positions. The table below details outstanding foreign currency forward contracts where the notional amount is determined using contract exchange rates (in thousands): May 31, 2015 November 30, 2014 Notional Value Fair Value Notional Value Fair Value Forward contracts to sell U.S. dollars $ 83,747 $ (2,455 ) $ 21,738 $ (13 ) Forward contracts to purchase U.S. dollars 9,980 6 15,534 (89 ) Total $ 93,727 $ (2,449 ) $ 37,272 $ (102 ) |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
May. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Recurring Fair Value Measurements The following table details the fair value measurements within the fair value hierarchy of our financial assets and liabilities at May 31, 2015 (in thousands): Fair Value Measurements Using Total Fair Value Level 1 Level 2 Level 3 Assets Money market funds $ 21,845 $ 21,845 $ — $ — State and municipal bond obligations 33,101 — 33,101 — Liabilities Foreign exchange derivatives (2,449 ) — (2,449 ) — Contingent consideration $ (504 ) $ — $ (209 ) $ (295 ) The following table details the fair value measurements within the fair value hierarchy of our financial assets and liabilities at November 30, 2014 (in thousands): Fair Value Measurements Using Total Fair Value Level 1 Level 2 Level 3 Assets Money market funds $ 67,893 $ 67,893 $ — $ — State and municipal bond obligations 20,186 — 20,186 — Foreign exchange derivatives (102 ) — (102 ) — Liabilities Contingent consideration $ (1,717 ) $ — $ — $ (1,717 ) When developing fair value estimates, we maximize the use of observable inputs and minimize the use of unobservable inputs. When available, we use quoted market prices to measure fair value. The valuation technique used to measure fair value for our Level 1 and Level 2 assets is a market approach, using prices and other relevant information generated by market transactions involving identical or comparable assets. If market prices are not available, the fair value measurement is based on models that use primarily market based parameters including yield curves, volatilities, credit ratings and currency rates. In certain cases where market rate assumptions are not available, we are required to make judgments about assumptions market participants would use to estimate the fair value of a financial instrument. We have also classified contingent consideration related to the Rollbase, Inc. (Rollbase) and Modulus LLC (Modulus) acquisitions, which occurred in the second quarter of fiscal years 2013 and 2014, respectively, within Level 3 of the fair value hierarchy because the fair values are derived using significant unobservable inputs, which include discount rates and probability-weighted cash flows. We determined the fair value of our contingent consideration obligations based on a probability-weighted income approach derived from probability assessments of the attainment of certain milestones. We establish discount rates to be utilized in our valuation models based on the cost to borrow that would be required by a market participant for similar instruments. In determining the probability of attaining certain milestones, we utilize data regarding similar milestone events from our own experience. On a quarterly basis, we reassess the probability factors associated with the milestones for our contingent consideration obligations. Significant judgment is employed in determining the appropriateness of these key assumptions as of the acquisition date and for each subsequent period. The key assumptions as of May 31, 2015 related to the contingent consideration for the acquisition of Modulus used in the model are probabilities of 0% and approximately 40% that the year one and year two milestones associated with the contingent consideration will be achieved, respectively, and a discount rate of 33.0% . The year one milestone was not achieved as of May 31, 2015, which was the end of the first milestone period. A decrease in the probability of achievement of the year two milestone could result in a decrease to the estimated fair value of the contingent consideration liability. In regard to the contingent consideration related to the acquisition of Rollbase, the contingency was relieved as of May 31, 2015 as the milestones associated with the contingent consideration were achieved as of this date. As such, the amount of the payment related to the contingent consideration was known as of May 31, 2015 and was based on actual results. We transferred the contingent earn out liability to a Level 2 fair value measurement as the value as of May 31, 2015 was based on observable inputs. The payment was made in June 2015 in the amount of $0.2 million . The following table reflects the activity for our liabilities measured at fair value using Level 3 inputs for each period presented (in thousands): Three Months Ended Six Months Ended May 31, May 31, May 31, May 31, Balance, beginning of period $ 1,615 $ 393 $ 1,717 $ 388 Incurrence of contingent purchase price liability — 1,450 — 1,450 Payments of contingent consideration — (210 ) — (210 ) Changes in fair value of contingent consideration obligation (1,111 ) 16 (1,213 ) 21 Transfer to Level 2 fair value measurement (209 ) — (209 ) — Balance, end of period $ 295 $ 1,649 $ 295 $ 1,649 We recorded credits of approximately $1.1 million and $1.2 million during the three and six months ended May 31, 2015, respectively, due to the change in fair value of the contingent consideration obligation, which is included in acquisition-related expenses in our condensed consolidated statement of operations. Nonrecurring Fair Value Measurements Certain assets have been measured at fair value on a nonrecurring basis using significant unobservable inputs (Level 3). The following table presents nonrecurring fair value measurements as of May 31, 2015 (in thousands): Total Fair Value Total Losses Long-lived assets $ 60 $ 3,947 During the second quarter of fiscal year 2015, we recorded a $3.9 million asset impairment charge related to our cloud-based mobile application development technology as a result of our decision to replace our existing cloud-based mobile application development technology with technology acquired in connection with the acquisition of Telerik (Note 11). The fair value measurement was determined using an income-based valuation methodology, which incorporates unobservable inputs, including discounted expected cash flows over the remaining estimated useful life of the technology, thereby classifying the fair value as a Level 3 measurement within the fair value hierarchy. The expected cash flows include subscription fees to be collected from existing customers using the platform, offset by hosting fees and compensation related costs to be incurred over the remaining estimated useful lives. We did not have any nonrecurring fair value measurements as of November 30, 2014. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 6 Months Ended |
May. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | Intangible Assets and Goodwill Intangible Assets Intangible assets are comprised of the following significant classes (in thousands): May 31, 2015 November 30, 2014 Gross Carrying Amount Accumulated Amortization Net Book Value Gross Carrying Amount Accumulated Amortization Net Book Value Purchased technology $ 118,148 $ (47,842 ) $ 70,306 $ 53,789 $ (39,575 ) $ 14,214 Customer-related and other 67,617 (20,329 ) 47,288 20,554 (15,195 ) 5,359 Trademarks and trade names 15,330 (4,319 ) 11,011 4,130 (3,125 ) 1,005 Total $ 201,095 $ (72,490 ) $ 128,605 $ 78,473 $ (57,895 ) $ 20,578 As a result of the acquisition of Telerik AD in December 2014 (Note 6), we recorded $64.8 million of purchased technology, $47.1 million of customer-related and other, and $11.2 million of trademarks and trade names as intangible assets during the six months ended May 31, 2015. These intangibles have a weighted average useful life of 5 years . In the three and six months ended May 31, 2015, amortization expense related to intangible assets was $7.3 million and $15.1 million , respectively. In the three and six months ended May 31, 2014, amortization expense related to intangible assets was $0.7 million and $1.4 million , respectively. Future amortization expense for intangible assets as of May 31, 2015 , is as follows (in thousands): Remainder of 2015 $ 14,496 2016 28,499 2017 28,499 2018 27,686 2019 26,561 Thereafter 2,864 Total $ 128,605 Goodwill Changes in the carrying amount of goodwill in the six months ended May 31, 2015 , are as follows (in thousands): Balance, November 30, 2014 $ 232,836 Additions 137,921 Translation adjustments (224 ) Balance, May 31, 2015 $ 370,533 The addition to goodwill during the first six months of fiscal year 2015 is related to the acquisition of Telerik AD in December 2014 (Note 6). As of May 31, 2015 , the amount of goodwill allocated to each of our three reporting units is as follows (in thousands): OpenEdge $ 212,079 Data Connectivity and Integration 19,040 Application Development and Deployment 139,414 Balance, May 31, 2015 $ 370,533 During the fourth quarter of fiscal year 2014, we completed our annual testing for impairment of goodwill and, based on those tests, concluded that no impairment of goodwill existed as of October 31, 2014. As of May 31, 2015 , no triggering events have occurred that would indicate a potential impairment of goodwill exists. |
Business Combinations
Business Combinations | 6 Months Ended |
May. 31, 2015 | |
Business Combinations [Abstract] | |
Business Combinations | Business Combinations Telerik Acquisition On December 2, 2014, we, through a wholly owned subsidiary, completed the acquisition of all of the outstanding securities of Telerik AD (Telerik), a leading provider of application development tools based in Sofia, Bulgaria, for total consideration of $262.5 million . Approximately $10.5 million of the total consideration was paid to Telerik’s founders and certain other key employees in restricted stock units, subject to a vesting schedule and continued employment. Under the Securities Purchase Agreement, 10% of the total consideration was deposited into an escrow account to secure certain indemnification and other obligations of the sellers to Progress. Through this acquisition, we now provide comprehensive cloud and on-premise platform offerings that enable developers to rapidly create applications, driven by data for any web, desktop or mobile platform. We funded the acquisition through a combination of existing cash resources and a $150 million term loan (Note 7). The total consideration, less the fair value of the granted restricted stock units discussed above, which are considered compensation arrangements, has been allocated to Telerik’s tangible assets, identifiable intangible assets and assumed liabilities based on their estimated fair values. The preliminary fair value estimates of the net assets acquired are based upon preliminary calculations and valuations, and those estimates and assumptions are subject to change as we obtain additional information for those estimates during the measurement period (up to one year from the acquisition date). The excess of the total consideration, less the fair value of the restricted stock units, over the tangible assets, identifiable intangible assets and assumed liabilities was recorded as goodwill. The preliminary allocation of the purchase price is as follows (in thousands): Total Weighted Average Life Net working capital $ 6,612 Property, plant and equipment 3,108 Identifiable intangible assets 123,100 5 years Deferred taxes (10,401 ) Deferred revenue (7,915 ) Other non-current liabilities (472 ) Goodwill 137,921 Net assets acquired $ 251,953 The preliminary fair value of the intangible assets has been estimated using the income approach in which the after-tax cash flows are discounted to present value. The cash flows are based on estimates prepared by management, and the discount rates applied were benchmarked with reference to the implied rate of return from the transaction model as well as the weighted average cost of capital. Based on the preliminary valuation, the acquired intangible assets are comprised of existing technology of approximately $64.8 million , customer relationships of approximately $47.1 million , and trademarks and trade names of approximately $11.2 million . Deferred taxes include deferred tax liabilities resulting from the tax effects of fair value adjustments related to identifiable intangible assets and deferred revenue, partially offset by the fair value of deferred tax assets acquired from Telerik. Tangible assets acquired and assumed liabilities were recorded at fair value. The valuation of the assumed deferred revenue was based on our contractual commitment to provide post-contract customer support to Telerik customers and future contractual performance obligations under existing hosting arrangements. The fair value of this assumed liability was based on the estimated cost plus a reasonable margin to fulfill these service obligations. A significant portion of the deferred revenue is expected to be recognized in the 12 months following the acquisition. We recorded the excess of the purchase price over the identified tangible and intangible assets as goodwill. We believe that the investment value of the future enhancement of our product and solution offerings created as a result of this acquisition has principally contributed to a purchase price that resulted in the recognition of $137.9 million of goodwill, which is not deductible for tax purposes. As discussed above, approximately $10.5 million of the total consideration was paid to Telerik’s founders and certain other key employees in restricted stock units, subject to a vesting schedule and continued employment. We concluded that the restricted stock units are compensation arrangements and we have been recognizing stock-based compensation expense in accordance with the vesting schedule over the service period of the awards, which is 2 years . We recorded $0.7 million and $1.4 million of stock-based compensation expense related to these restricted stock units for the three and six months ended May 31, 2015 , respectively. This amount is recorded as operating expenses in our condensed consolidated statement of operations. Acquisition-related transaction costs (e.g., legal, due diligence, valuation, and other professional fees) and certain acquisition restructuring and related charges are not included as a component of consideration transferred, but are required to be expensed as incurred. During the three and six months ended May 31, 2015, we incurred approximately $1.1 million and $1.9 million of acquisition-related costs, respectively, which are included in acquisition-related expenses in our condensed consolidated statement of operations. In connection with the acquisition of Telerik, we agreed to provide retention bonuses to certain Telerik employees as an incentive for those employees to remain with Telerik for at least one year following the acquisition. We concluded that the retention bonuses for these individuals, which total approximately $2.5 million , are compensation arrangements and we have been accruing the maximum payouts ratably over the one-year service period. We have incurred $0.6 million and $1.2 million of expense related to the retention bonuses for the three and six months ended May 31, 2015 , respectively, which are included in the acquisition-related expenses in our condensed consolidated statement of operations discussed above. The operations of Telerik are included in our operating results as part of the Application Development and Deployment business unit from the date of acquisition. The amount of revenue of Telerik included in our unaudited condensed consolidated statement of operations during the three and six months ended May 31, 2015 were approximately $9.2 million and $13.7 million , respectively. The amount of pretax losses of Telerik included in our unaudited condensed consolidated statement of operations during the three and six months ended May 31, 2015 were approximately $7.8 million and $18.7 million , respectively. The revenue of Telerik is primarily being recognized ratably over the maintenance period, which is generally one year, as vendor specific objective evidence (or VSOE) of fair value cannot be established for such maintenance. The pretax loss does not include the amortization expense of approximately $12.3 million related to the acquired intangible assets discussed above as the intangible assets and related amortization were recorded by the acquiring entity. Pro Forma Information The following pro forma financial information presents the combined results of operations of Progress and Telerik as if the acquisition had occurred on December 1, 2013 after giving effect to certain pro forma adjustments. The pro forma adjustments reflected herein include only those adjustments that are directly attributable to the Telerik acquisition and factually supportable. These pro forma adjustments include (i) a decrease in revenue from Telerik due to the beginning balance of deferred revenue being adjusted to reflect the fair value of the acquired balance, (ii) a net increase in amortization expense to eliminate historical amortization of Telerik intangible assets and to record amortization expense for the $123.1 million of acquired identifiable intangible assets, (iii) stock-based compensation expense relating to the consideration paid to Telerik’s founders and certain other key employees in restricted stock units, as discussed above, (iv) a net increase in interest expense to eliminate historical interest expense of Telerik as a result of the repayment of all Telerik outstanding debt in connection with the acquisition and to record interest expense for the period presented as a result of the new credit facility entered into by Progress in connection with the acquisition, (v) acquisition-related costs, including transaction costs incurred by Progress related to the accrual of retention bonuses discussed above, and (vi) the income tax effect of the adjustments made at either the statutory tax rate of Bulgaria ( 10% ) or the statutory tax rate of the U.S. (approximately 37% ) depending on which jurisdiction the adjustment impacts. The pro forma financial information does not reflect any adjustments for anticipated synergies resulting from the acquisition and is not necessarily indicative of the operating results that would have actually occurred had the transaction been consummated on December 1, 2013. (In thousands, except per share data) Pro Forma Three Months Ended May 31, 2014 Pro Forma Revenue $ 87,822 $ 165,929 Net loss $ (5,944 ) $ (16,032 ) Net loss per basic and diluted share $ (0.12 ) $ (0.32 ) BravePoint Acquisition On October 1, 2014, we acquired 100% of the capital stock of BravePoint, Inc. (BravePoint) from Chesapeake Utilities Corporation in exchange for $12.0 million in cash. BravePoint is based in Norcross, Georgia and is a provider of OpenEdge consulting, training and application development services designed to increase customers' profitability and competitiveness through the use of technology. This acquisition significantly extends our services capabilities and enhances our ability to quickly enable our partners and customers to take greater advantage of new technologies. The acquisition was accounted for as a business combination, and accordingly, the results of operations of BravePoint are included in our operating results as part of the OpenEdge business unit from the date of acquisition. We paid the purchase price in cash from available funds. The allocation of the purchase price is as follows (in thousands): Total Weighted Average Life Net working capital $ 2,902 Property and equipment 735 Other assets 16 Deferred revenue (680 ) Customer-related and other 4,110 7 Years Trade name 850 7 Years Purchased technology 1,810 3 Years Goodwill 2,257 Net assets acquired $ 12,000 We recorded the excess of the purchase price over the identified tangible and intangible assets as goodwill. We believe that the investment value of the future enhancement of our product and solution offerings created as a result of this acquisition has principally contributed to a purchase price that resulted in the recognition of $2.3 million of goodwill. The goodwill is deductible for tax purposes. The allocation of the purchase price was completed in the fourth quarter of fiscal year 2014 upon the finalization of our valuation of identifiable intangible assets. We incurred approximately $0.6 million and $0.9 million of acquisition-related costs during the three and six months ended May 31, 2015, respectively, which are included in acquisition-related expenses in our condensed consolidated statement of operations. We have not disclosed the amount of revenues and earnings of BravePoint since acquisition, nor pro forma financial information, as those amounts are not significant to our consolidated financial statements. Modulus Acquisition On May 13, 2014, we acquired 100% of the membership interests of Modulus LLC (Modulus), a privately held platform-as-a-service (PaaS) provider based in Cincinnati, Ohio, for $15.0 million . The purchase consideration consisted of $12.5 million in cash paid and $2.5 million of contingent consideration, payable over a two year period, if earned. The fair value of the contingent consideration was estimated to be $1.5 million at the date of acquisition; as such, the fair value of the purchase consideration allocated to the assets acquired totaled $14.0 million . Note that the year one milestone was not achieved as of May 31, 2015, which was the end of the first milestone period (Note 4). Modulus provides a PaaS for easily hosting, deploying, scaling and monitoring data-intensive, real-time applications using powerful, rapidly growing Node.js and MongoDB technologies. The purpose of the acquisition is to capitalize on the expected market growth of the core technologies that Modulus supports and drive new revenue through the Pacific platform. The acquisition was accounted for as a business combination, and accordingly, the results of operations of Modulus are included in our operating results from the date of acquisition. We paid the purchase price in cash from available funds. The allocation of the purchase price is as follows (in thousands): Total Weighted Average Life Net working capital $ 7 Purchased technology 7,320 7 Years Trade name 190 7 Years Goodwill 6,433 Net assets acquired $ 13,950 We recorded the excess of the purchase price over the identified tangible and intangible assets as goodwill. We believe that the investment value of the future enhancement of our product and solution offerings created as a result of this acquisition has principally contributed to a purchase price that resulted in the recognition of $6.4 million of goodwill. The goodwill is deductible for tax purposes. The allocation of the purchase price was completed in the third quarter of fiscal year 2014 upon the finalization of our valuation of identifiable intangible assets. We recorded credits of approximately $1.1 million and $1.2 million during the three and six months ended May 31, 2015, respectively, due to the change in fair value of the contingent consideration obligation, which is included in acquisition-related expenses in our condensed consolidated statement of operations. We have not disclosed the amount of revenues and earnings of Modulus since acquisition, nor pro forma financial information, as those amounts are not significant to our condensed consolidated financial statements. |
Term Loan and Line of Credit
Term Loan and Line of Credit | 6 Months Ended |
May. 31, 2015 | |
Line of Credit Facility [Abstract] | |
Term Loan and Line of Credit | Term Loan and Line of Credit On December 2, 2014, we entered into a credit agreement (the Credit Agreement) with each of the lenders party thereto (the Lenders), JPMorgan Chase Bank, N.A., as Administrative Agent, Wells Fargo Bank, N.A. and Citizens Bank, N.A., as Syndication Agents, Bank of America, N.A., Citibank, N.A. and Silicon Valley Bank, as Documentation Agents, and J.P. Morgan Securities LLC, as Sole Bookrunner and Sole Lead Arranger, providing for a $150 million secured term loan and a $150 million secured revolving credit facility, which may be made available in U.S. Dollars and certain other currencies. The revolving credit facility may be increased by up to an additional $75 million if the existing or additional lenders are willing to make such increased commitments. This Credit Agreement replaces our previous unsecured revolving credit facility dated August 15, 2011. The previous credit facility was to mature on August 15, 2016. Loans under the previous credit agreement could be paid before maturity in whole or in part at our option without penalty or premium. There were no revolving loans and $0.7 million of letters of credit outstanding at the time of the termination of the previous credit agreement, which letters of credit were incorporated into the new credit facility. In addition, there was $0.3 million of unamortized debt issuance costs related to the previous credit agreement remaining at the time of the termination that was written off to interest income (expense) and other, net in the condensed consolidated statement of operations. The term loan included in the Credit Agreement was used to partially fund our acquisition of Telerik, as described in Note 6. The revolving credit facility has sublimits for swing line loans up to $25.0 million and for the issuance of standby letters of credit in a face amount up to $25.0 million . We expect to use the revolving credit facility for general corporate purposes, including acquisitions of other businesses, and may also use it for working capital. Interest rates for the term loan and revolving credit facility are determined based on an index selected at our option and would range from 1.50% to 2.25% above the Eurodollar rate for Eurodollar-based borrowings or would range from 0.50% to 1.25% above the defined base rate for base rate borrowings, in each case based upon our leverage ratio. Additionally, we may borrow certain foreign currencies at rates set in the same range above the respective London interbank offered interest rates (LIBOR) for those currencies, based on our leverage ratio. A quarterly commitment fee on the undrawn portion of the revolving credit facility is required, ranging from 0.25% to 0.40% per annum, based upon our leverage ratio. The average interest rate of the credit facility during the fiscal quarter ended May 31, 2015 was 1.94% . The credit facility matures on December 2, 2019, when all amounts outstanding will be due and payable in full. The revolving credit facility does not require amortization of principal. The term loan requires repayment of principal at the end of each fiscal quarter, beginning with the fiscal quarter ended February 28, 2015. The first eight payments are in the principal amount of $1.9 million each, the following eight payments are in the principal amount of $3.8 million each, the following three payments are in the principal amount of $5.6 million each, and the last payment is of the remaining principal amount. Any amounts outstanding under the term loan thereafter would be due on the maturity date. The term loan may be prepaid before maturity in whole or in part at our option without penalty or premium. As of May 31, 2015, the carrying value of the term loan approximates the fair value, based on Level 2 inputs (observable market prices in less than active markets), as the interest rate is variable over the selected interest period and is similar to current rates at which we can borrow funds. Based on Level 2 inputs, the fair value of the term loan was $146.3 million as of May 31, 2015, with $7.5 million due in the next 12 months. Costs incurred to obtain our long-term debt are recorded as debt issuance costs within other assets in our condensed consolidated balance sheet as of May 31, 2015 and are amortized over the term of the debt agreement using the effective interest rate method. During the first six months of fiscal year 2015, we recorded $1.7 million of debt issuance costs. Amortization expense related to the debt issuance costs is recorded within interest expense in our condensed consolidated statements of operations. For the three and six months ended May 31, 2015, this amount was $0.1 million and $0.2 million , respectively. For the three and six months ended May 31, 2014, amortization expense related to the debt issuance costs of our previous credit agreement was minimal and $0.1 million , respectively. Revolving loans may be borrowed, repaid and reborrowed until December 2, 2019, at which time all amounts outstanding must be repaid. Accrued interest on the loans is payable quarterly in arrears with respect to base rate loans and at the end of each interest rate period (or at each three month interval in the case of loans with interest periods greater than three months) with respect to LIBOR rate loans. We may prepay the loans or terminate or reduce the commitments in whole or in part at any time, without premium or penalty, subject to certain conditions and reimbursement of certain costs in the case of LIBOR rate loans. As of May 31, 2015, there were no amounts outstanding under the revolving line and $0.5 million of letters of credit. We are the sole borrower under the credit facility. Our obligations under the Credit Agreement are guaranteed by each of our material domestic subsidiaries and are secured by substantially all of our assets and such material domestic subsidiaries, as well as 100% of the capital stock of our domestic subsidiaries and 65% of the capital stock of our first-tier foreign subsidiaries, in each case, subject to certain exceptions as described in the Credit Agreement. Future material domestic subsidiaries will be required to guaranty our obligations under the Credit Agreement, and to grant security interests in substantially all of their assets to secure such obligations. The Credit Agreement generally prohibits, with certain exceptions, any other liens on our assets, subject to certain exceptions as described in the Credit Agreement. The credit facility contains customary affirmative and negative covenants, including covenants that limit or restrict our ability to, among other things, grant liens, make investments, make acquisitions, incur indebtedness, merge or consolidate, dispose of assets, pay dividends or make distributions, repurchase stock, change the nature of the business, enter into certain transactions with affiliates and enter into burdensome agreements, in each case subject to customary exceptions for a credit facility of this size and type. We are also required to maintain compliance with a consolidated fixed charge coverage ratio, a consolidated total leverage ratio and a consolidated senior secured leverage ratio. |
Common Stock Repurchases
Common Stock Repurchases | 6 Months Ended |
May. 31, 2015 | |
Common Stock Repurchases [Abstract] | |
Common Stock Repurchases | Common Stock Repurchases We repurchased and retired 1.0 million shares of our common stock for $25.0 million in the three months ended May 31, 2015 and 1.3 million shares for $32.9 million in the six months ended May 31, 2015 . In the three and six months ended May 31, 2014, we repurchased and retired 1.2 million shares for $25.2 million and 1.6 million shares for $35.0 million , respectively. The shares were repurchased in both periods as part of our Board of Directors authorized $100.0 million share repurchase program, with $14.5 million remaining under the current authorization. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
May. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation expense reflects the fair value of stock-based awards measured at the grant date and recognized over the relevant service period. We estimate the fair value of each stock-based award on the measurement date using the current market price of the stock or the Black-Scholes option valuation model. In addition, during the first quarter of fiscal year 2014 and each of the first two quarters of fiscal year 2015, we granted performance-based restricted stock units that include a three -year market condition. In order to estimate the fair value of such awards, we used a Monte Carlo Simulation valuation model. The Black-Scholes and Monte Carlo Simulation valuation models incorporate assumptions as to stock price volatility, the expected life of options or awards, a risk-free interest rate and dividend yield. We recognize stock-based compensation expense related to options and restricted stock units on a straight-line basis over the service period of the award, which is generally 4 or 5 years for options and 3 years for restricted stock units. We recognize stock-based compensation expense related to performance stock units and our employee stock purchase plan using an accelerated attribution method. The following table provides the classification of stock-based compensation as reflected in our condensed consolidated statements of income (in thousands): Three Months Ended Six Months Ended May 31, May 31, May 31, May 31, Cost of maintenance and services $ 154 $ 146 $ 319 $ 298 Sales and marketing 1,488 991 2,725 2,190 Product development 1,062 1,425 2,564 2,778 General and administrative 3,735 3,147 6,667 5,988 Total stock-based compensation $ 6,439 $ 5,709 $ 12,275 $ 11,254 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 6 Months Ended |
May. 31, 2015 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss The following table summarizes the changes in accumulated balances of other comprehensive loss during the six months ended May 31, 2015 (in thousands): Foreign Currency Translation Adjustment Unrealized Gains (Losses) on Investments Accumulated Other Comprehensive Loss Balance, December 1, 2014 $ (13,733 ) $ 7 $ (13,726 ) Other comprehensive (loss) income before reclassifications, net of tax (8,154 ) (35 ) (8,189 ) Balance, May 31, 2015 $ (21,887 ) $ (28 ) $ (21,915 ) The tax effect on accumulated unrealized gains (losses) on investments was minimal as of May 31, 2015 and November 30, 2014 . |
Restructuring Charges
Restructuring Charges | 6 Months Ended |
May. 31, 2015 | |
Restructuring Charges [Abstract] | |
Restructuring Charges | Restructuring Charges 2015 Restructuring During the first quarter of fiscal year 2015, we restructured our operations in connection with the acquisition of Telerik. This restructuring resulted in a reduction in redundant positions primarily within the administrative functions. This restructuring also resulted in the closing of two facilities as well as asset impairment charges for assets no longer deployed as a result of the acquisition. Restructuring expenses are related to employee costs, including severance, health benefits and outplacement services (but excluding stock-based compensation), facilities costs, which include fees to terminate lease agreements and costs for unused space, net of sublease assumptions, and other costs, which include asset impairment charges. During the second quarter of fiscal year 2015, we decided to replace our existing cloud-based mobile application development technology with technology acquired in connection with the acquisition of Telerik. Accordingly, we evaluated the ongoing value of the assets associated with this prior mobile technology and, based on this evaluation, we determined that the long-lived assets with a carrying amount of $3.9 million were no longer recoverable and were in fact impaired and wrote them down to their estimated fair value of $0.1 million . Fair value was based on expected future cash flows using Level 3 inputs under ASC 820. As part of the 2015 restructuring, for the three and six months ended May 31, 2015 , we incurred expenses of $3.9 million and $4.9 million , respectively. The expenses are recorded as restructuring expenses in the condensed consolidated statements of operations. As we continue to evaluate the combined entities, we may incur additional costs with respect to the 2015 restructuring, including excess facilities and other costs as well as asset impairment charges for assets no longer deployed as a result of the acquisition. A summary of activity for the 2015 restructuring action is as follows (in thousands): Excess Facilities and Other Costs Employee Severance and Related Benefits Total Balance, December 1, 2014 $ — $ — $ — Costs incurred 4,010 858 4,868 Cash disbursements (36 ) (782 ) (818 ) Asset impairment (3,947 ) — (3,947 ) Translation adjustments and other 102 (4 ) 98 Balance, May 31, 2015 $ 129 $ 72 $ 201 Cash disbursements for expenses incurred to date under the 2015 restructuring are expected to be made through the first quarter of fiscal year 2016. As a result, the total amount of the restructuring reserve of $0.2 million is included in other accrued liabilities on the condensed consolidated balance sheet at May 31, 2015 . 2014 Restructuring During the third quarter of fiscal year 2014, our management approved, committed to and initiated plans to make strategic changes to our organization to provide greater focus and agility in the delivery of next generation application development, deployment and integration solutions. Effective September 1, 2014, we began to operate as three distinct business units: OpenEdge, Data Connectivity and Integration, and Application Development and Deployment, each with dedicated sales, product management and product marketing functions. In connection with the new organizational structure, we eliminated the position of global head of sales, as well as certain other positions within the sales and administrative organizations. As part of the 2014 restructuring, for the three months ended May 31, 2015, we recorded an immaterial credit, and for the six months ended May 31, 2015 , we incurred expenses of $1.3 million , which are related to employee costs, including severance, health benefits, and outplacement services, but excluding stock-based compensation, and facilities costs, which include fees to terminate lease agreements and costs for unused space, net of sublease assumptions. The expenses are recorded as restructuring expenses in the condensed consolidated statements of operations. We do not expect to incur additional material costs with respect to the 2014 restructuring. A summary of the first six months of fiscal year 2015 activity for the 2014 restructuring action is as follows (in thousands): Excess Facilities and Other Costs Employee Severance and Related Benefits Total Balance, December 1, 2014 $ — $ 1,227 $ 1,227 Costs incurred 125 1,204 1,329 Cash disbursements (16 ) (1,581 ) (1,597 ) Translation adjustments and other — (36 ) (36 ) Balance, May 31, 2015 $ 109 $ 814 $ 923 Cash disbursements for expenses incurred to date under the 2014 restructuring are expected to be made through the first quarter of fiscal year 2016. As a result, the $0.9 million is included in other accrued liabilities on the condensed consolidated balance sheet at May 31, 2015 . 2013 and 2012 Restructurings During the third quarter of fiscal year 2013, our management approved, committed to and initiated plans to restructure and improve efficiencies in our operations as a result of the sale of the Apama product line and the divestitures completed during the fourth quarter of fiscal year 2012 and the first quarter of fiscal year 2013. We reduced our global workforce primarily within the administrative and sales organizations. This workforce reduction was conducted across all geographies and also resulted in the closing of certain facilities. In the second quarter of fiscal year 2012, our management approved, committed to and initiated certain operational restructuring initiatives to reduce annual costs, including the simplification of our organizational structure and the consolidation of facilities. In addition, as part of the strategic plan announced during fiscal year 2012, we divested the product lines not considered core to our business. Our restructuring actions included both cost reduction efforts and qualifying costs associated with our divestitures. Restructuring expenses for both restructurings related to employee costs, including severance, health benefits, outplacement services and transition divestiture arrangements (but excluding stock-based compensation), and facilities costs, which include fees to terminate lease agreements and costs for unused space, net of sublease assumptions. Other costs include costs to terminate automobile leases of employees included in the workforce reduction, asset impairment charges for assets no longer deployed as part of cost reduction strategies, costs for unused software licenses as part of the workforce reduction and other costs directly associated with the restructuring actions taken. As part of the 2013 and 2012 restructuring actions, for the three and six months ended May 31, 2015 , we did not incur any expenses, and for the six months ended May 31, 2014, we incurred expenses of $0.3 million . The expenses are recorded as restructuring expenses in the condensed consolidated statements of operations. We do not expect to incur additional material costs with respect to the 2013 and 2012 restructuring actions. A summary of the first six months of fiscal year 2015 activity for the 2013 and 2012 restructuring actions is as follows (in thousands): Excess Facilities and Other Costs Employee Severance and Related Benefits Total Balance, December 1, 2014 $ 416 $ — $ 416 Costs incurred (44 ) — (44 ) Cash disbursements (138 ) — (138 ) Translation adjustments and other (20 ) — (20 ) Balance, May 31, 2015 $ 214 $ — $ 214 Cash disbursements for expenses incurred to date under the 2013 and 2012 restructuring actions are expected to be made through fiscal year 2017. The short-term portion of the restructuring reserve of $0.1 million is included in other accrued liabilities and the long-term portion of $0.1 million is included in other noncurrent liabilities on the condensed consolidated balance sheet at May 31, 2015 . |
Income Taxes
Income Taxes | 6 Months Ended |
May. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Our income tax provision for the second quarter of fiscal year 2015 and 2014 reflects our estimates of the effective tax rates expected to be applicable for the full fiscal years, adjusted for any discrete events which are recorded in the period they occur. The estimates are reevaluated each quarter based on our estimated tax expense for the full fiscal year. The research and development credit was retroactively reinstated in December 2014. As a result, in the first quarter of fiscal year 2015 we recorded a tax benefit of $0.8 million related to qualifying research and development activities for the period from January 2014 to November 2014. Our Federal income tax returns have been examined or are closed by statute for all years prior to fiscal year 2011, and we are no longer subject to audit for those periods. Our state income tax returns have been examined or are closed by statute for all years prior to fiscal year 2009, and we are no longer subject to audit for those periods. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
May. 31, 2015 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share We compute basic earnings per share using the weighted average number of common shares outstanding. We compute diluted earnings per share using the weighted average number of common shares outstanding plus the effect of outstanding dilutive stock options, restricted stock units and deferred stock units, using the treasury stock method. The following table sets forth the calculation of basic and diluted earnings per share on an interim basis (in thousands, except per share data): Three Months Ended Six Months Ended May 31, May 31, May 31, May 31, Net income $ 5,769 $ 12,799 $ 4,798 $ 23,899 Weighted average shares outstanding 50,342 51,049 50,505 51,271 Dilutive impact from common stock equivalents 743 624 719 648 Diluted weighted average shares outstanding 51,085 51,673 51,224 51,919 Basic earnings per share $ 0.11 $ 0.25 $ 0.10 $ 0.47 Diluted earnings per share $ 0.11 $ 0.25 $ 0.09 $ 0.46 We excluded stock awards representing approximately 247,000 shares and 250,000 shares of common stock from the calculation of diluted earnings per share in the three and six months ended May 31, 2015 , respectively, because these awards were anti-dilutive. In the three and six months ended May 31, 2014, we excluded stock awards representing 501,000 shares and 399,000 shares of common stock, respectively, from the calculation of diluted earnings per share. |
Business Segments and Internati
Business Segments and International Operations | 6 Months Ended |
May. 31, 2015 | |
Segment Reporting [Abstract] | |
Segment Segments and International Operations | Business Segments and International Operations Operating segments are components of an enterprise that engage in business activities for which discrete financial information is available and regularly reviewed by the chief operating decision maker in deciding how to allocate resources and assess performance. Our chief operating decision maker is our Chief Executive Officer. Effective September 1, 2014, we began operating as three distinct business units: OpenEdge, Data Connectivity and Integration, and Application Development and Deployment, each with dedicated sales, product management and product marketing functions. As a result of these changes, we began segment reporting for our three business units beginning in the fourth fiscal quarter of 2014. The segment information for the prior periods presented has been restated to reflect the change in our reportable segments. We do not manage our assets or capital expenditures by segment or assign other income (expense) and income taxes to segments. We manage and report such items on a consolidated company basis. The following table provides revenue and contribution from our reportable segments and reconciles to the consolidated (loss) income before income taxes: Three Months Ended Six Months Ended (In thousands) May 31, 2015 May 31, 2014 May 31, 2015 May 31, 2014 Segment revenue: OpenEdge $ 71,906 $ 73,192 $ 141,377 $ 139,926 Data Connectivity and Integration 7,275 7,407 14,388 15,046 Application Development and Deployment 9,636 228 14,433 393 Total revenue 88,817 80,827 170,198 155,365 Segment costs of revenue and operating expenses: OpenEdge 18,446 15,855 37,980 33,246 Data Connectivity and Integration 3,133 2,601 6,383 5,398 Application Development and Deployment 10,851 1,763 20,235 3,316 Total costs of revenue and operating expenses 32,430 20,219 64,598 41,960 Segment contribution: OpenEdge 53,460 57,337 103,397 106,680 Data Connectivity and Integration 4,142 4,806 8,005 9,648 Application Development and Deployment (1,215 ) (1,535 ) (5,802 ) (2,923 ) Total contribution 56,387 60,608 105,600 113,405 Other unallocated expenses (1) 59,122 40,328 119,521 79,123 (Loss) income from operations (2,735 ) 20,280 (13,921 ) 34,282 Other income (expense), net (1,025 ) (129 ) (93 ) (123 ) (Loss) income before income taxes $ (3,760 ) $ 20,151 $ (14,014 ) $ 34,159 (1) The following expenses are not allocated to our segments as we manage and report our business in these functional areas on a consolidated basis only: product development, corporate marketing, administration, amortization of acquired intangibles, stock-based compensation, restructuring, and acquisition related expenses. Our revenues are derived from licensing our products, and from related services, which consist of maintenance and consulting and education. Information relating to revenue from customers by revenue type is as follows (in thousands): Three Months Ended Six Months Ended (In thousands) May 31, May 31, May 31, May 31, Software licenses $ 28,722 $ 27,988 $ 53,953 $ 50,252 Maintenance 52,656 50,305 101,894 100,486 Professional services 7,439 2,534 14,351 4,627 Total $ 88,817 $ 80,827 $ 170,198 $ 155,365 In the following table, revenue attributed to North America includes sales to customers in the U.S. and sales to certain multinational organizations. Revenue from Europe, the Middle East and Africa (EMEA), Latin America and the Asia Pacific region includes sales to customers in each region plus sales from the U.S. to distributors in these regions. Information relating to revenue from external customers from different geographical areas is as follows (in thousands): Three Months Ended Six Months Ended (In thousands) May 31, May 31, May 31, May 31, North America $ 47,520 $ 36,827 $ 89,644 $ 71,413 EMEA 31,146 33,698 59,010 63,013 Latin America 4,388 5,703 9,356 10,811 Asia Pacific 5,763 4,599 12,188 10,128 Total $ 88,817 $ 80,827 $ 170,198 $ 155,365 |
Related Party Transaction
Related Party Transaction | 6 Months Ended |
May. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transaction | Related Party Transaction During the first quarter of fiscal year 2015, we entered into a license agreement with Emdeon Inc. (Emdeon) to provide Emdeon access to certain of our software. Philip M. Pead, our President and Chief Executive Officer, is a member of Emdeon’s board of directors. During the second quarter of fiscal year 2015, we deployed the software and recorded revenue of $0.4 million . We also recorded $0.1 million of deferred maintenance revenue related to the arrangement as of May 31, 2015, which will be recorded as revenue on a straight-line basis over the remaining maintenance period. As Emdeon paid us the total amount upon deployment, there is no outstanding accounts receivable balance as of May 31, 2015. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 6 Months Ended |
May. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Significant Accounting Policies | Basis of Presentation and Significant Accounting Policies - We prepared the accompanying unaudited condensed consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (SEC) regarding interim financial reporting. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America (GAAP) for complete financial statements and these unaudited financial statements should be read in conjunction with the audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended November 30, 2014 . We made no significant changes in the application of our significant accounting policies that were disclosed in our Annual Report on Form 10-K for the fiscal year ended November 30, 2014 . We have prepared the accompanying unaudited condensed consolidated financial statements on the same basis as the audited financial statements included in our Annual Report on Form 10-K, and these financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results of the interim periods presented. The operating results for the interim periods presented are not necessarily indicative of the results expected for the full fiscal year. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements - In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) (ASU 2014-09). ASU 2014-09 outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. This new guidance is effective for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2016. Early adoption is not permitted. Entities have the option of using either a full retrospective or a modified approach to adopt the guidance. In April 2015, the FASB voted to propose a delay in the effective date of this ASU for reporting periods beginning after December 15, 2017, with early adoption permitted as of the original effective date. As a result, the proposed new effective date for the Company will be December 1, 2018. This update could impact the timing and amounts of revenue recognized. Management is currently assessing the impact the adoption of this ASU will have on the Company’s consolidated financial statements. In April 2015, the FASB issued Accounting Standards Update No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30) Simplifying the Presentation of Debt Issuance Costs (ASU 2015-03). ASU 2015-03 requires debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability, consistent with the presentation of a debt discount. The guidance in ASU 2015-03 is required for annual reporting periods beginning after December 15, 2015, including interim periods within the reporting period. Early adoption is permitted for financial statements that have not been previously issued. The Company is considering early adoption of the new standard and expects the impact on the Company's consolidated balance sheets to be a reclassification of approximately $1.4 million from other assets to long-term debt as of December 1, 2015. |
Cash, Cash Equivalents and In25
Cash, Cash Equivalents and Investments (Tables) | 6 Months Ended |
May. 31, 2015 | |
Investments and Cash [Abstract] | |
Summary of Cash, Cash Equivalents and Trading and Available-for-sale Investments | A summary of our cash, cash equivalents and available-for-sale investments at May 31, 2015 is as follows (in thousands): Amortized Cost Basis Unrealized Gains Unrealized Losses Fair Value Cash $ 144,175 $ — $ — $ 144,175 Money market funds 21,845 — — 21,845 State and municipal bond obligations 33,050 63 (12 ) 33,101 Total $ 199,070 $ 63 $ (12 ) $ 199,121 A summary of our cash, cash equivalents and available-for-sale investments at November 30, 2014 is as follows (in thousands): Amortized Cost Basis Unrealized Gains Unrealized Losses Fair Value Cash $ 195,189 $ — $ — $ 195,189 Money market funds 67,893 — — 67,893 State and municipal bond obligations 20,100 86 — 20,186 Total $ 283,182 $ 86 $ — $ 283,268 |
Summary of Cash, Cash Equivalents and Trading and Available-for-sale Investments by Balance Sheet Classification | Such amounts are classified on our condensed consolidated balance sheets as follows (in thousands): May 31, 2015 November 30, 2014 Cash and Equivalents Short-Term Investments Cash and Equivalents Short-Term Investments Cash $ 144,175 $ — $ 195,189 $ — Money market funds 21,845 — 67,893 — State and municipal bond obligations — 33,101 — 20,186 Total $ 166,020 $ 33,101 $ 263,082 $ 20,186 |
Fair Value of Debt Securities by Contractual Maturity | The fair value of debt securities by contractual maturity is as follows (in thousands): May 31, November 30, Due in one year or less $ 10,384 $ 11,140 Due after one year (1) 22,717 9,046 Total $ 33,101 $ 20,186 (1) Includes state and municipal bond obligations, which are securities representing investments available for current operations and are classified as current in the consolidated balance sheets. |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 6 Months Ended |
May. 31, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Outstanding Foreign Currency Forward Contracts | The table below details outstanding foreign currency forward contracts where the notional amount is determined using contract exchange rates (in thousands): May 31, 2015 November 30, 2014 Notional Value Fair Value Notional Value Fair Value Forward contracts to sell U.S. dollars $ 83,747 $ (2,455 ) $ 21,738 $ (13 ) Forward contracts to purchase U.S. dollars 9,980 6 15,534 (89 ) Total $ 93,727 $ (2,449 ) $ 37,272 $ (102 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
May. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements within the Fair Value Hierarchy of the Financial Assets | The following table details the fair value measurements within the fair value hierarchy of our financial assets and liabilities at May 31, 2015 (in thousands): Fair Value Measurements Using Total Fair Value Level 1 Level 2 Level 3 Assets Money market funds $ 21,845 $ 21,845 $ — $ — State and municipal bond obligations 33,101 — 33,101 — Liabilities Foreign exchange derivatives (2,449 ) — (2,449 ) — Contingent consideration $ (504 ) $ — $ (209 ) $ (295 ) The following table details the fair value measurements within the fair value hierarchy of our financial assets and liabilities at November 30, 2014 (in thousands): Fair Value Measurements Using Total Fair Value Level 1 Level 2 Level 3 Assets Money market funds $ 67,893 $ 67,893 $ — $ — State and municipal bond obligations 20,186 — 20,186 — Foreign exchange derivatives (102 ) — (102 ) — Liabilities Contingent consideration $ (1,717 ) $ — $ — $ (1,717 ) |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following table reflects the activity for our liabilities measured at fair value using Level 3 inputs for each period presented (in thousands): Three Months Ended Six Months Ended May 31, May 31, May 31, May 31, Balance, beginning of period $ 1,615 $ 393 $ 1,717 $ 388 Incurrence of contingent purchase price liability — 1,450 — 1,450 Payments of contingent consideration — (210 ) — (210 ) Changes in fair value of contingent consideration obligation (1,111 ) 16 (1,213 ) 21 Transfer to Level 2 fair value measurement (209 ) — (209 ) — Balance, end of period $ 295 $ 1,649 $ 295 $ 1,649 |
Fair Value Measurements, Nonrecurring | The following table presents nonrecurring fair value measurements as of May 31, 2015 (in thousands): Total Fair Value Total Losses Long-lived assets $ 60 $ 3,947 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 6 Months Ended |
May. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule Of Intangible Assets | Intangible assets are comprised of the following significant classes (in thousands): May 31, 2015 November 30, 2014 Gross Carrying Amount Accumulated Amortization Net Book Value Gross Carrying Amount Accumulated Amortization Net Book Value Purchased technology $ 118,148 $ (47,842 ) $ 70,306 $ 53,789 $ (39,575 ) $ 14,214 Customer-related and other 67,617 (20,329 ) 47,288 20,554 (15,195 ) 5,359 Trademarks and trade names 15,330 (4,319 ) 11,011 4,130 (3,125 ) 1,005 Total $ 201,095 $ (72,490 ) $ 128,605 $ 78,473 $ (57,895 ) $ 20,578 |
Schedule Of Future Amortization Expense From Intangible Assets Held | Future amortization expense for intangible assets as of May 31, 2015 , is as follows (in thousands): Remainder of 2015 $ 14,496 2016 28,499 2017 28,499 2018 27,686 2019 26,561 Thereafter 2,864 Total $ 128,605 |
Schedule of Goodwill | As of May 31, 2015 , the amount of goodwill allocated to each of our three reporting units is as follows (in thousands): OpenEdge $ 212,079 Data Connectivity and Integration 19,040 Application Development and Deployment 139,414 Balance, May 31, 2015 $ 370,533 Changes in the carrying amount of goodwill in the six months ended May 31, 2015 , are as follows (in thousands): Balance, November 30, 2014 $ 232,836 Additions 137,921 Translation adjustments (224 ) Balance, May 31, 2015 $ 370,533 |
Business Combinations (Tables)
Business Combinations (Tables) | 6 Months Ended |
May. 31, 2015 | |
Business Acquisition [Line Items] | |
Business Acquisition, Pro Forma Information | (In thousands, except per share data) Pro Forma Three Months Ended May 31, 2014 Pro Forma Revenue $ 87,822 $ 165,929 Net loss $ (5,944 ) $ (16,032 ) Net loss per basic and diluted share $ (0.12 ) $ (0.32 ) |
Telerik AD [Member] | |
Business Acquisition [Line Items] | |
Schedule of Net Assets Acquired | The preliminary allocation of the purchase price is as follows (in thousands): Total Weighted Average Life Net working capital $ 6,612 Property, plant and equipment 3,108 Identifiable intangible assets 123,100 5 years Deferred taxes (10,401 ) Deferred revenue (7,915 ) Other non-current liabilities (472 ) Goodwill 137,921 Net assets acquired $ 251,953 |
BravePoint Inc. [Member] | |
Business Acquisition [Line Items] | |
Schedule of Net Assets Acquired | The allocation of the purchase price is as follows (in thousands): Total Weighted Average Life Net working capital $ 2,902 Property and equipment 735 Other assets 16 Deferred revenue (680 ) Customer-related and other 4,110 7 Years Trade name 850 7 Years Purchased technology 1,810 3 Years Goodwill 2,257 Net assets acquired $ 12,000 |
Modulus [Member] | |
Business Acquisition [Line Items] | |
Schedule of Net Assets Acquired | The allocation of the purchase price is as follows (in thousands): Total Weighted Average Life Net working capital $ 7 Purchased technology 7,320 7 Years Trade name 190 7 Years Goodwill 6,433 Net assets acquired $ 13,950 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
May. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Classification of Stock-Based Compensation | The following table provides the classification of stock-based compensation as reflected in our condensed consolidated statements of income (in thousands): Three Months Ended Six Months Ended May 31, May 31, May 31, May 31, Cost of maintenance and services $ 154 $ 146 $ 319 $ 298 Sales and marketing 1,488 991 2,725 2,190 Product development 1,062 1,425 2,564 2,778 General and administrative 3,735 3,147 6,667 5,988 Total stock-based compensation $ 6,439 $ 5,709 $ 12,275 $ 11,254 |
Accumulated Other Comprehensi31
Accumulated Other Comprehensive Loss (Tables) | 6 Months Ended |
May. 31, 2015 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | The following table summarizes the changes in accumulated balances of other comprehensive loss during the six months ended May 31, 2015 (in thousands): Foreign Currency Translation Adjustment Unrealized Gains (Losses) on Investments Accumulated Other Comprehensive Loss Balance, December 1, 2014 $ (13,733 ) $ 7 $ (13,726 ) Other comprehensive (loss) income before reclassifications, net of tax (8,154 ) (35 ) (8,189 ) Balance, May 31, 2015 $ (21,887 ) $ (28 ) $ (21,915 ) |
Restructuring Charges (Tables)
Restructuring Charges (Tables) | 6 Months Ended |
May. 31, 2015 | |
2015 Restructuring Activities [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Summary of Restructuring Activity | A summary of activity for the 2015 restructuring action is as follows (in thousands): Excess Facilities and Other Costs Employee Severance and Related Benefits Total Balance, December 1, 2014 $ — $ — $ — Costs incurred 4,010 858 4,868 Cash disbursements (36 ) (782 ) (818 ) Asset impairment (3,947 ) — (3,947 ) Translation adjustments and other 102 (4 ) 98 Balance, May 31, 2015 $ 129 $ 72 $ 201 |
2014 Restructuring Activities [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Summary of Restructuring Activity | A summary of the first six months of fiscal year 2015 activity for the 2014 restructuring action is as follows (in thousands): Excess Facilities and Other Costs Employee Severance and Related Benefits Total Balance, December 1, 2014 $ — $ 1,227 $ 1,227 Costs incurred 125 1,204 1,329 Cash disbursements (16 ) (1,581 ) (1,597 ) Translation adjustments and other — (36 ) (36 ) Balance, May 31, 2015 $ 109 $ 814 $ 923 |
2012 and 2013 Restructuring Activities [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Summary of Restructuring Activity | A summary of the first six months of fiscal year 2015 activity for the 2013 and 2012 restructuring actions is as follows (in thousands): Excess Facilities and Other Costs Employee Severance and Related Benefits Total Balance, December 1, 2014 $ 416 $ — $ 416 Costs incurred (44 ) — (44 ) Cash disbursements (138 ) — (138 ) Translation adjustments and other (20 ) — (20 ) Balance, May 31, 2015 $ 214 $ — $ 214 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
May. 31, 2015 | |
Earnings Per Share [Abstract] | |
Calculation of Basic and Diluted Earnings Per Share | The following table sets forth the calculation of basic and diluted earnings per share on an interim basis (in thousands, except per share data): Three Months Ended Six Months Ended May 31, May 31, May 31, May 31, Net income $ 5,769 $ 12,799 $ 4,798 $ 23,899 Weighted average shares outstanding 50,342 51,049 50,505 51,271 Dilutive impact from common stock equivalents 743 624 719 648 Diluted weighted average shares outstanding 51,085 51,673 51,224 51,919 Basic earnings per share $ 0.11 $ 0.25 $ 0.10 $ 0.47 Diluted earnings per share $ 0.11 $ 0.25 $ 0.09 $ 0.46 |
Business Segments and Interna34
Business Segments and International Operations (Tables) | 6 Months Ended |
May. 31, 2015 | |
Segment Reporting [Abstract] | |
Reconciliation of Operating Profit (Loss) from Segments to Consolidated | The following table provides revenue and contribution from our reportable segments and reconciles to the consolidated (loss) income before income taxes: Three Months Ended Six Months Ended (In thousands) May 31, 2015 May 31, 2014 May 31, 2015 May 31, 2014 Segment revenue: OpenEdge $ 71,906 $ 73,192 $ 141,377 $ 139,926 Data Connectivity and Integration 7,275 7,407 14,388 15,046 Application Development and Deployment 9,636 228 14,433 393 Total revenue 88,817 80,827 170,198 155,365 Segment costs of revenue and operating expenses: OpenEdge 18,446 15,855 37,980 33,246 Data Connectivity and Integration 3,133 2,601 6,383 5,398 Application Development and Deployment 10,851 1,763 20,235 3,316 Total costs of revenue and operating expenses 32,430 20,219 64,598 41,960 Segment contribution: OpenEdge 53,460 57,337 103,397 106,680 Data Connectivity and Integration 4,142 4,806 8,005 9,648 Application Development and Deployment (1,215 ) (1,535 ) (5,802 ) (2,923 ) Total contribution 56,387 60,608 105,600 113,405 Other unallocated expenses (1) 59,122 40,328 119,521 79,123 (Loss) income from operations (2,735 ) 20,280 (13,921 ) 34,282 Other income (expense), net (1,025 ) (129 ) (93 ) (123 ) (Loss) income before income taxes $ (3,760 ) $ 20,151 $ (14,014 ) $ 34,159 (1) The following expenses are not allocated to our segments as we manage and report our business in these functional areas on a consolidated basis only: product development, corporate marketing, administration, amortization of acquired intangibles, stock-based compensation, restructuring, and acquisition related expenses. |
Revenue from External Customers by Products and Services | Our revenues are derived from licensing our products, and from related services, which consist of maintenance and consulting and education. Information relating to revenue from customers by revenue type is as follows (in thousands): Three Months Ended Six Months Ended (In thousands) May 31, May 31, May 31, May 31, Software licenses $ 28,722 $ 27,988 $ 53,953 $ 50,252 Maintenance 52,656 50,305 101,894 100,486 Professional services 7,439 2,534 14,351 4,627 Total $ 88,817 $ 80,827 $ 170,198 $ 155,365 |
Revenue from External Customers from Different Geographical Areas | In the following table, revenue attributed to North America includes sales to customers in the U.S. and sales to certain multinational organizations. Revenue from Europe, the Middle East and Africa (EMEA), Latin America and the Asia Pacific region includes sales to customers in each region plus sales from the U.S. to distributors in these regions. Information relating to revenue from external customers from different geographical areas is as follows (in thousands): Three Months Ended Six Months Ended (In thousands) May 31, May 31, May 31, May 31, North America $ 47,520 $ 36,827 $ 89,644 $ 71,413 EMEA 31,146 33,698 59,010 63,013 Latin America 4,388 5,703 9,356 10,811 Asia Pacific 5,763 4,599 12,188 10,128 Total $ 88,817 $ 80,827 $ 170,198 $ 155,365 |
Basis of Presentation (Details)
Basis of Presentation (Details) - Plan [Member] - New Accounting Pronouncement Early Adoption, Effect [Member] $ in Millions | May. 31, 2015USD ($) |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Unamortized debt issuance costs reclassified from other assets | $ 1.4 |
Unamortized debt issuance costs reclassified to long-term debt | $ 1.4 |
Cash, Cash Equivalents and In36
Cash, Cash Equivalents and Investments (Summary Of Cash, Cash Equivalents And Trading And Available-For-Sale Investments) (Details) - USD ($) $ in Thousands | May. 31, 2015 | Nov. 30, 2014 |
Cash, Cash Equivalents and Investments [Line Items] | ||
Amortized Cost Basis | $ 199,070 | $ 283,182 |
Unrealized Gains | 63 | 86 |
Unrealized Losses | (12) | 0 |
Fair Value | 199,121 | 283,268 |
State and municipal bond obligations [Member] | ||
Cash, Cash Equivalents and Investments [Line Items] | ||
Amortized Cost Basis | 33,050 | 20,100 |
Unrealized Gains | 63 | 86 |
Unrealized Losses | (12) | 0 |
Fair Value | 33,101 | 20,186 |
Cash [Member] | ||
Cash, Cash Equivalents and Investments [Line Items] | ||
Amortized Cost Basis | 144,175 | 195,189 |
Fair Value | 144,175 | 195,189 |
Money market funds [Member] | ||
Cash, Cash Equivalents and Investments [Line Items] | ||
Amortized Cost Basis | 21,845 | 67,893 |
Fair Value | $ 21,845 | $ 67,893 |
Cash, Cash Equivalents and In37
Cash, Cash Equivalents and Investments (Summary of Cash, Cash Equivalents and Trading and Available-for-sale Investments by Balance Sheet Classification) (Details) - USD ($) $ in Thousands | May. 31, 2015 | Nov. 30, 2014 | May. 31, 2014 | Nov. 30, 2013 |
Cash, Cash Equivalents and Investments [Line Items] | ||||
Cash and Equivalents | $ 166,020 | $ 263,082 | $ 201,971 | $ 198,818 |
Short-Term Investments | 33,101 | 20,186 | ||
State and municipal bond obligations [Member] | ||||
Cash, Cash Equivalents and Investments [Line Items] | ||||
Short-Term Investments | 33,101 | 20,186 | ||
Cash [Member] | ||||
Cash, Cash Equivalents and Investments [Line Items] | ||||
Cash and Equivalents | 144,175 | 195,189 | ||
Money market funds [Member] | ||||
Cash, Cash Equivalents and Investments [Line Items] | ||||
Cash and Equivalents | $ 21,845 | $ 67,893 |
Cash, Cash Equivalents and In38
Cash, Cash Equivalents and Investments (Fair Value of Debt Securities by Contractual Maturity) (Details) - USD ($) $ in Thousands | May. 31, 2015 | Nov. 30, 2014 |
Investments and Cash [Abstract] | ||
Due in one year or less | $ 10,384 | $ 11,140 |
Due after one year | 22,717 | 9,046 |
Total | $ 33,101 | $ 20,186 |
Derivative Instruments (Narrati
Derivative Instruments (Narrative) (Details) - Forward Contracts [Member] - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
May. 31, 2015 | May. 31, 2014 | May. 31, 2015 | May. 31, 2014 | |
Derivative [Line Items] | ||||
Minimum maturity period, foreign currency derivative | 90 days | |||
Maximum maturity period, foreign currency derivative | 2 years | |||
Losses on foreign currency forward contracts | $ 1.2 | $ 0.8 | $ 2.5 | $ 1.1 |
Derivative Instruments (Outstan
Derivative Instruments (Outstanding Foreign Currency Forward Contracts) (Details) - USD ($) $ in Thousands | May. 31, 2015 | Nov. 30, 2014 |
Derivative [Line Items] | ||
Derivative contracts, notional value | $ 93,727 | $ 37,272 |
Derivative contracts, fair value | (2,449) | (102) |
Forward contracts to sell U.S. dollars [Member] | ||
Derivative [Line Items] | ||
Derivative contracts, notional value | 83,747 | 21,738 |
Derivative contracts, fair value | (2,455) | (13) |
Forward contracts to purchase U.S. dollars [Member] | ||
Derivative [Line Items] | ||
Derivative contracts, notional value | 9,980 | 15,534 |
Derivative contracts, fair value | $ 6 | $ (89) |
Fair Value Measurements (Fair V
Fair Value Measurements (Fair Value Measurements within the Fair Value Hierarchy of the Financial Assets) (Details) - USD ($) $ in Thousands | May. 31, 2015 | Nov. 30, 2014 |
Contingent consideration [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of financial liabilities | $ (504) | $ (1,717) |
Contingent consideration [Member] | Level 1 [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of financial liabilities | 0 | 0 |
Contingent consideration [Member] | Level 2 [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of financial liabilities | (209) | 0 |
Contingent consideration [Member] | Level 3 [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of financial liabilities | (295) | (1,717) |
Money market funds [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of financial assets | 21,845 | 67,893 |
Money market funds [Member] | Level 1 [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of financial assets | 21,845 | 67,893 |
Money market funds [Member] | Level 2 [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of financial assets | 0 | 0 |
Money market funds [Member] | Level 3 [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of financial assets | 0 | 0 |
State and municipal bond obligations [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of financial assets | 33,101 | 20,186 |
State and municipal bond obligations [Member] | Level 1 [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of financial assets | 0 | 0 |
State and municipal bond obligations [Member] | Level 2 [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of financial assets | 33,101 | 20,186 |
State and municipal bond obligations [Member] | Level 3 [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of financial assets | 0 | 0 |
Foreign exchange contract [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of financial assets | (102) | |
Fair value of financial liabilities | (2,449) | |
Foreign exchange contract [Member] | Level 1 [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of financial assets | 0 | |
Fair value of financial liabilities | 0 | |
Foreign exchange contract [Member] | Level 2 [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of financial assets | (102) | |
Fair value of financial liabilities | (2,449) | |
Foreign exchange contract [Member] | Level 3 [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of financial assets | $ 0 | |
Fair value of financial liabilities | $ 0 |
Fair Value Measurements (Quanti
Fair Value Measurements (Quantitative Information about Unobservable Inputs, Liabilities) (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2015 | May. 31, 2015 | May. 31, 2015 | May. 31, 2014 | |
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||||
Payment of contingent consideration | $ 0 | $ (210) | ||
Asset impairment | $ 3,900 | 3,947 | $ 0 | |
Modulus [Member] | ||||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||||
Change in fair value of contingent consideration | $ (1,100) | $ (1,200) | ||
Modulus [Member] | Contingent Consideration [Member] | ||||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||||
Probability milestones associated with contingent consideration will be achieved, Year 1 | 0.00% | |||
Probability milestones associated with contingent consideration will be achieved, Year 2 | 40.00% | |||
Contingent consideration, discount rate | 33.00% | |||
Subsequent Event [Member] | ||||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||||
Payment of contingent consideration | $ (200) |
Fair Value Measurements (Liabil
Fair Value Measurements (Liabilities Measured at Fair Value Using Level 3 Inputs) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
May. 31, 2015 | May. 31, 2014 | May. 31, 2015 | May. 31, 2014 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Balance, beginning of period | $ 1,615 | $ 393 | $ 1,717 | $ 388 |
Incurrence of contingent purchase price liability | 0 | 1,450 | 0 | 1,450 |
Payments of contingent consideration | 0 | (210) | 0 | (210) |
Changes in fair value of contingent consideration obligation | (1,111) | 16 | (1,213) | 21 |
Transfer to Level 2 fair value measurement | (209) | 0 | (209) | 0 |
Balance, end of period | $ 295 | $ 1,649 | $ 295 | $ 1,649 |
Fair Value Measurements (Assets
Fair Value Measurements (Assets Measured on Nonrecurring Basis) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
May. 31, 2015 | May. 31, 2015 | May. 31, 2014 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total losses | $ 3,900 | $ 3,947 | $ 0 |
Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total losses | 3,947 | ||
Level 3 [Member] | Nonrecurring Basis [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Long-lived assets | $ 60 | $ 60 |
Intangible Assets and Goodwil45
Intangible Assets and Goodwill (Schedule Of Intangible Assets) (Details) - USD ($) $ in Thousands | May. 31, 2015 | Nov. 30, 2014 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 201,095 | $ 78,473 |
Accumulated Amortization | (72,490) | (57,895) |
Net Book Value | 128,605 | 20,578 |
Purchased technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 118,148 | 53,789 |
Accumulated Amortization | (47,842) | (39,575) |
Net Book Value | 70,306 | 14,214 |
Customer-related and other [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 67,617 | 20,554 |
Accumulated Amortization | (20,329) | (15,195) |
Net Book Value | 47,288 | 5,359 |
Trademarks and trade names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 15,330 | 4,130 |
Accumulated Amortization | (4,319) | (3,125) |
Net Book Value | $ 11,011 | $ 1,005 |
Intangible Assets and Goodwil46
Intangible Assets and Goodwill (Narrative) (Details) | Dec. 02, 2014USD ($) | May. 31, 2015USD ($) | May. 31, 2014USD ($) | May. 31, 2015USD ($)Segments | May. 31, 2014USD ($) | Nov. 30, 2014USD ($) |
Finite-Lived Intangible Assets [Line Items] | ||||||
Intangible assets, amortization expense | $ 7,300,000 | $ 700,000 | $ 15,100,000 | $ 1,400,000 | ||
Number of reporting units | Segments | 3 | |||||
Goodwill impairment loss | $ 0 | |||||
Telerik AD [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Acquired intangible assets | $ 123,100,000 | |||||
Acquired intangible assets, useful life | 5 years | 5 years | ||||
Intangible assets, amortization expense | $ 12,300,000 | |||||
Telerik AD [Member] | Existing Technology [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Acquired intangible assets | $ 64,800,000 | |||||
Telerik AD [Member] | Customer-related and other [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Acquired intangible assets | 47,100,000 | |||||
Telerik AD [Member] | Trademarks and trade names [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Acquired intangible assets | $ 11,200,000 |
Intangible Assets and Goodwil47
Intangible Assets and Goodwill (Schedule Of Future Amortization Expense From Intangible Assets Held) (Details) - USD ($) $ in Thousands | May. 31, 2015 | Nov. 30, 2014 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remainder of 2015 | $ 14,496 | |
2,016 | 28,499 | |
2,017 | 28,499 | |
2,018 | 27,686 | |
2,019 | 26,561 | |
Thereafter | 2,864 | |
Net Book Value | $ 128,605 | $ 20,578 |
Intangible Assets and Goodwil48
Intangible Assets and Goodwill (Schedule of Goodwill) (Details) $ in Thousands | 6 Months Ended |
May. 31, 2015USD ($) | |
Goodwill [Roll Forward] | |
Balance, November 30, 2014 | $ 232,836 |
Additions | 137,921 |
Translation adjustments | (224) |
Balance, May 31, 2015 | $ 370,533 |
Intangible Assets and Goodwil49
Intangible Assets and Goodwill (Schedule of Goodwill by Segment) (Details) - USD ($) $ in Thousands | May. 31, 2015 | Nov. 30, 2014 |
Goodwill [Line Items] | ||
Goodwill | $ 370,533 | $ 232,836 |
OpenEdge [Member] | ||
Goodwill [Line Items] | ||
Goodwill | 212,079 | |
Data Connectivity and Integration [Member] | ||
Goodwill [Line Items] | ||
Goodwill | 19,040 | |
Application Development and Deployment [Member] | ||
Goodwill [Line Items] | ||
Goodwill | $ 139,414 |
Business Combinations (Narrativ
Business Combinations (Narrative) (Details) - USD ($) | Dec. 02, 2014 | Oct. 01, 2014 | May. 13, 2014 | May. 31, 2015 | May. 31, 2014 | May. 31, 2015 | May. 31, 2014 | Nov. 30, 2014 |
Business Acquisition [Line Items] | ||||||||
Goodwill | $ 370,533,000 | $ 370,533,000 | $ 232,836,000 | |||||
Stock-based compensation expense | 6,439,000 | $ 5,709,000 | 12,275,000 | $ 11,254,000 | ||||
Acquisition-related costs | 1,010,000 | 1,630,000 | 2,518,000 | 2,576,000 | ||||
Revenues | 88,817,000 | 80,827,000 | 170,198,000 | 155,365,000 | ||||
(Loss) income before provision for income taxes | 3,760,000 | (20,151,000) | 14,014,000 | (34,159,000) | ||||
Intangible assets, amortization expense | 7,300,000 | 700,000 | $ 15,100,000 | 1,400,000 | ||||
Telerik AD [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Total purchase consideration | $ 262,500,000 | |||||||
Total consideration paid to founders and key employees in restricted stock units | $ 10,500,000 | |||||||
Percent of total consideration deposited into escrow | 10.00% | |||||||
Measurement period | 1 year | |||||||
Acquired intangible assets | $ 123,100,000 | |||||||
Deferred revenue, period for recognition | 12 months | |||||||
Goodwill | $ 137,921,000 | |||||||
Award vesting period | 2 years | |||||||
Stock-based compensation expense | 700,000 | $ 1,400,000 | ||||||
Acquisition-related costs | 1,100,000 | 1,900,000 | ||||||
Earn-out provision | 2,500,000 | |||||||
Expense recognized related to contingent earn-out provisions | 600,000 | 1,200,000 | ||||||
Revenues | 9,200,000 | 13,700,000 | ||||||
(Loss) income before provision for income taxes | 7,800,000 | 18,700,000 | ||||||
Intangible assets, amortization expense | 12,300,000 | |||||||
Pro forma amortization adjustment | $ 123,100,000 | |||||||
Pro forma adjustments, statutory tax rate, Bulgaria (as a percent) | 10.00% | |||||||
Pro forma adjustments, statutory tax rate, United States (as a percent) | 37.00% | |||||||
Net assets acquired | 251,953,000 | |||||||
BravePoint Inc. [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Total purchase consideration | $ 12,000,000 | |||||||
Goodwill | $ 2,257,000 | |||||||
Acquisition-related costs | $ 600,000 | 900,000 | ||||||
Equity interests acquired | 100.00% | |||||||
Net assets acquired | $ 12,000,000 | |||||||
Modulus [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Total purchase consideration | $ 15,000,000 | |||||||
Goodwill | $ 6,433,000 | |||||||
Equity interests acquired | 100.00% | |||||||
Purchase consideration, cash | $ 12,500,000 | |||||||
Purchase consideration, contingent consideration | $ 2,500,000 | |||||||
Expected payout period | 2 years | |||||||
Fair value of contingent liabilities | $ 1,500,000 | |||||||
Net assets acquired | $ 13,950,000 | |||||||
Change in fair value of contingent consideration | $ 1,100,000 | $ 1,200,000 | ||||||
Credit Agreement [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Term loan | 150,000,000 | |||||||
Existing Technology [Member] | Telerik AD [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Acquired intangible assets | 64,800,000 | |||||||
Customer Relationships [Member] | Telerik AD [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Acquired intangible assets | 47,100,000 | |||||||
Customer Relationships [Member] | BravePoint Inc. [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Acquired intangible assets | $ 4,110,000 | |||||||
Trademarks and Trade Names [Member] | Telerik AD [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Acquired intangible assets | $ 11,200,000 |
Business Combinations (Schedule
Business Combinations (Schedule of Net Assets Acquired) (Details) - USD ($) $ in Thousands | Dec. 02, 2014 | Oct. 01, 2014 | May. 13, 2014 | May. 31, 2015 | Nov. 30, 2014 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 370,533 | $ 232,836 | |||
Telerik AD [Member] | |||||
Business Acquisition [Line Items] | |||||
Net working capital | $ 6,612 | ||||
Property, plant and equipment | 3,108 | ||||
Intangible assets | 123,100 | ||||
Deferred taxes | (10,401) | ||||
Deferred revenue | (7,915) | ||||
Other non-current liabilities | (472) | ||||
Goodwill | 137,921 | ||||
Net assets acquired | $ 251,953 | ||||
Acquired intangible assets, useful life | 5 years | 5 years | |||
Telerik AD [Member] | Customer Relationships [Member] | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | $ 47,100 | ||||
BravePoint Inc. [Member] | |||||
Business Acquisition [Line Items] | |||||
Net working capital | $ 2,902 | ||||
Property, plant and equipment | 735 | ||||
Other assets | 16 | ||||
Deferred revenue | (680) | ||||
Goodwill | 2,257 | ||||
Net assets acquired | 12,000 | ||||
BravePoint Inc. [Member] | Customer Relationships [Member] | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | $ 4,110 | ||||
Acquired intangible assets, useful life | 7 years | ||||
BravePoint Inc. [Member] | Trade Names [Member] | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | $ 850 | ||||
Acquired intangible assets, useful life | 7 years | ||||
BravePoint Inc. [Member] | Purchased Technology [Member] | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | $ 1,810 | ||||
Acquired intangible assets, useful life | 3 years | ||||
Modulus [Member] | |||||
Business Acquisition [Line Items] | |||||
Net working capital | $ 7 | ||||
Goodwill | 6,433 | ||||
Net assets acquired | 13,950 | ||||
Modulus [Member] | Trade Names [Member] | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | $ 190 | ||||
Acquired intangible assets, useful life | 7 years | ||||
Modulus [Member] | Purchased Technology [Member] | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | $ 7,320 | ||||
Acquired intangible assets, useful life | 7 years |
Business Combinations (Pro Form
Business Combinations (Pro Forma) (Details) - May. 31, 2014 - Telerik AD [Member] - USD ($) $ / shares in Units, $ in Thousands | Total | Total |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||
Revenue | $ 87,822 | $ 165,929 |
Net loss | $ (5,944) | $ (16,032) |
Net loss per basic and diluted share | $ (0.12) | $ (0.32) |
Term Loan and Line of Credit (N
Term Loan and Line of Credit (Narrative) (Details) - USD ($) | Dec. 02, 2014 | May. 31, 2015 | May. 31, 2014 | May. 31, 2015 | May. 31, 2014 |
Line of Credit Facility [Line Items] | |||||
Unamortized debt issuance costs | $ 300,000 | ||||
Amortization of debt issuance costs | $ 100,000 | $ 100,000 | |||
Letter of credit [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Line of credit facility outstanding amount | 700,000 | ||||
Credit Agreement [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Term loan | 150,000,000 | ||||
Unsecured credit facility | 150,000,000 | ||||
Additional borrowing capacity available | 75,000,000 | ||||
Interest rate during period (as a percent) | 1.94% | ||||
Principal payments for years one and two | $ 1,900,000 | $ 1,900,000 | |||
Principal payments for years three and four | 3,800,000 | 3,800,000 | |||
Principal payments for years five and thereafter | 5,600,000 | 5,600,000 | |||
Fair value of term loan | 146,300,000 | 146,300,000 | |||
Due in next 12 months | 7,500,000 | 7,500,000 | |||
Debt issuance cost | 1,700,000 | ||||
Amortization of debt issuance costs | 100,000 | $ 200,000 | |||
Percent of domestic subsidiary capital stock guaranteeing debt | 100.00% | ||||
Percent of foreign subsidiary capital stock guaranteeing debt | 65.00% | ||||
Credit Agreement [Member] | Letter of credit [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Unsecured credit facility | 25,000,000 | ||||
Line of credit facility outstanding amount | $ 500,000 | $ 500,000 | |||
Credit Agreement [Member] | Swing line loans [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Unsecured credit facility | $ 25,000,000 | ||||
Minimum [Member] | Credit Agreement [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Commitment fee percentage | 0.25% | ||||
Minimum [Member] | Eurodollar [Member] | Credit Agreement [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate | 1.50% | ||||
Minimum [Member] | Base Rate [Member] | Credit Agreement [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate | 0.50% | ||||
Maximum [Member] | Credit Agreement [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Commitment fee percentage | 0.40% | ||||
Maximum [Member] | Eurodollar [Member] | Credit Agreement [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate | 2.25% | ||||
Maximum [Member] | Base Rate [Member] | Credit Agreement [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate | 1.25% |
Common Stock Repurchases (Detai
Common Stock Repurchases (Details) - USD ($) shares in Millions | 3 Months Ended | 6 Months Ended | ||
May. 31, 2015 | May. 31, 2014 | May. 31, 2015 | May. 31, 2014 | |
Common Stock Repurchases [Abstract] | ||||
Common stock repurchased and retired (in shares) | 1 | 1.2 | 1.3 | 1.6 |
Common stock repurchased and retired | $ 25,000,000 | $ 25,200,000 | $ 32,900,000 | $ 35,000,000 |
Authorized amount for share repurchase programs | 100,000,000 | 100,000,000 | ||
Remaining authorized repurchase amount | $ 14,500,000 | $ 14,500,000 |
Stock-Based Compensation (Narra
Stock-Based Compensation (Narrative) (Details) | 6 Months Ended |
May. 31, 2015 | |
Stock Options [Member] | Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock-based compensation award service period (in years) | 4 years |
Stock Options [Member] | Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock-based compensation award service period (in years) | 5 years |
Restricted Stock Units [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award market condition period | 3 years |
Stock-based compensation award service period (in years) | 3 years |
Stock-Based Compensation (Class
Stock-Based Compensation (Classification of Stock-Based Compensation) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
May. 31, 2015 | May. 31, 2014 | May. 31, 2015 | May. 31, 2014 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 6,439 | $ 5,709 | $ 12,275 | $ 11,254 |
Cost of maintenance and services [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 154 | 146 | 319 | 298 |
Sales and marketing [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 1,488 | 991 | 2,725 | 2,190 |
Product development [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 1,062 | 1,425 | 2,564 | 2,778 |
General and administrative [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 3,735 | $ 3,147 | $ 6,667 | $ 5,988 |
Accumulated Other Comprehensi57
Accumulated Other Comprehensive Loss (Details) $ in Thousands | 6 Months Ended |
May. 31, 2015USD ($) | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |
Balance, December 1, 2014 | $ (13,726) |
Other comprehensive (loss) income before reclassifications, net of tax | (8,189) |
Balance, May 31, 2015 | (21,915) |
Foreign Currency Translation Adjustment [Member] | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |
Balance, December 1, 2014 | (13,733) |
Other comprehensive (loss) income before reclassifications, net of tax | (8,154) |
Balance, May 31, 2015 | (21,887) |
Unrealized Gains (Losses) on Investments [Member] | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |
Balance, December 1, 2014 | 7 |
Other comprehensive (loss) income before reclassifications, net of tax | (35) |
Balance, May 31, 2015 | $ (28) |
Restructuring Charges (Narrativ
Restructuring Charges (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
May. 31, 2015 | May. 31, 2014 | May. 31, 2015 | May. 31, 2014 | Nov. 30, 2014 | |
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring expenses | $ 3,810 | $ 124 | $ 6,153 | $ 320 | |
2015 Restructuring Activities [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring expenses | 3,900 | 4,868 | |||
Restructuring reserve | 201 | 201 | $ 0 | ||
2015 Restructuring Activities [Member] | Other accrued liabilities [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring reserve | 200 | 200 | |||
2014 Restructuring Activities [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring expenses | 1,329 | ||||
Restructuring reserve | 923 | 923 | 1,227 | ||
2014 Restructuring Activities [Member] | Other accrued liabilities [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Short-term restructuring reserves | 900 | 900 | |||
2012 and 2013 Restructuring Activities [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring expenses | (44) | $ 300 | |||
Restructuring reserve | 214 | 214 | $ 416 | ||
Long-term restructuring reserves | 100 | 100 | |||
2012 and 2013 Restructuring Activities [Member] | Other accrued liabilities [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring reserve | 100 | 100 | |||
Level 3 [Member] | Nonrecurring Basis [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Long-lived assets at fair value | $ 60 | $ 60 |
Restructuring Charges (Summary
Restructuring Charges (Summary of Restructuring Activity) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
May. 31, 2015 | May. 31, 2014 | May. 31, 2015 | May. 31, 2014 | |
Restructuring Reserve [Roll Forward] | ||||
Costs incurred | $ 3,810 | $ 124 | $ 6,153 | $ 320 |
2015 Restructuring Activities [Member] | ||||
Restructuring Reserve [Roll Forward] | ||||
Beginning Balance | 0 | |||
Costs incurred | 3,900 | 4,868 | ||
Cash disbursements | (818) | |||
Asset impairment | (3,947) | |||
Translation adjustments and other | 98 | |||
Ending Balance | 201 | 201 | ||
2015 Restructuring Activities [Member] | Excess Facilities and Other Costs [Member] | ||||
Restructuring Reserve [Roll Forward] | ||||
Beginning Balance | 0 | |||
Costs incurred | 4,010 | |||
Cash disbursements | (36) | |||
Asset impairment | (3,947) | |||
Translation adjustments and other | 102 | |||
Ending Balance | 129 | 129 | ||
2015 Restructuring Activities [Member] | Employee Severance and Related Benefits [Member] | ||||
Restructuring Reserve [Roll Forward] | ||||
Beginning Balance | 0 | |||
Costs incurred | 858 | |||
Cash disbursements | (782) | |||
Asset impairment | 0 | |||
Translation adjustments and other | (4) | |||
Ending Balance | 72 | 72 | ||
2014 Restructuring Activities [Member] | ||||
Restructuring Reserve [Roll Forward] | ||||
Beginning Balance | 1,227 | |||
Costs incurred | 1,329 | |||
Cash disbursements | (1,597) | |||
Translation adjustments and other | (36) | |||
Ending Balance | 923 | 923 | ||
2014 Restructuring Activities [Member] | Excess Facilities and Other Costs [Member] | ||||
Restructuring Reserve [Roll Forward] | ||||
Beginning Balance | 0 | |||
Costs incurred | 125 | |||
Cash disbursements | (16) | |||
Translation adjustments and other | 0 | |||
Ending Balance | 109 | 109 | ||
2014 Restructuring Activities [Member] | Employee Severance and Related Benefits [Member] | ||||
Restructuring Reserve [Roll Forward] | ||||
Beginning Balance | 1,227 | |||
Costs incurred | 1,204 | |||
Cash disbursements | (1,581) | |||
Translation adjustments and other | (36) | |||
Ending Balance | 814 | 814 | ||
2012 and 2013 Restructuring Activities [Member] | ||||
Restructuring Reserve [Roll Forward] | ||||
Beginning Balance | 416 | |||
Costs incurred | (44) | $ 300 | ||
Cash disbursements | (138) | |||
Translation adjustments and other | (20) | |||
Ending Balance | 214 | 214 | ||
2012 and 2013 Restructuring Activities [Member] | Excess Facilities and Other Costs [Member] | ||||
Restructuring Reserve [Roll Forward] | ||||
Beginning Balance | 416 | |||
Costs incurred | (44) | |||
Cash disbursements | (138) | |||
Translation adjustments and other | (20) | |||
Ending Balance | 214 | 214 | ||
2012 and 2013 Restructuring Activities [Member] | Employee Severance and Related Benefits [Member] | ||||
Restructuring Reserve [Roll Forward] | ||||
Beginning Balance | 0 | |||
Costs incurred | 0 | |||
Cash disbursements | 0 | |||
Translation adjustments and other | 0 | |||
Ending Balance | $ 0 | $ 0 |
Income Taxes (Details)
Income Taxes (Details) $ in Millions | 3 Months Ended |
Feb. 28, 2015USD ($) | |
Income Tax Disclosure [Abstract] | |
Research and development tax credit | $ 0.8 |
Earnings Per Share (Calculation
Earnings Per Share (Calculation of Basic and Diluted Earnings Per Share) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
May. 31, 2015 | May. 31, 2014 | May. 31, 2015 | May. 31, 2014 | |
Earnings Per Share [Abstract] | ||||
Net income (in dollars) | $ 5,769 | $ 12,799 | $ 4,798 | $ 23,899 |
Weighted average shares outstanding (in shares) | 50,342 | 51,049 | 50,505 | 51,271 |
Dilutive impact from common stock equivalents (in shares) | 743 | 624 | 719 | 648 |
Diluted weighted average shares outstanding (in shares) | 51,085 | 51,673 | 51,224 | 51,919 |
Basic earnings per share (in dollars per share) | $ 0.11 | $ 0.25 | $ 0.10 | $ 0.47 |
Diluted earnings per share (in dollars per share) | $ 0.11 | $ 0.25 | $ 0.09 | $ 0.46 |
Earnings Per Share (Narrative)
Earnings Per Share (Narrative) (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
May. 31, 2015 | May. 31, 2014 | May. 31, 2015 | May. 31, 2014 | |
Earnings Per Share [Abstract] | ||||
Number of shares excluded from the calculation of diluted earnings per share | 247 | 501 | 250 | 399 |
Business Segments and Interna63
Business Segments and International Operations (Income from Continuing Operations by Segment) (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
May. 31, 2015USD ($) | May. 31, 2014USD ($) | May. 31, 2015USD ($)Segments | May. 31, 2014USD ($) | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Number of reporting units | Segments | 3 | |||
Segment revenue | $ 88,817 | $ 80,827 | $ 170,198 | $ 155,365 |
Segment costs of revenue and operating expenses | 32,430 | 20,219 | 64,598 | 41,960 |
Segment contribution margin | 56,387 | 60,608 | 105,600 | 113,405 |
Other unallocated expenses | 59,122 | 40,328 | 119,521 | 79,123 |
(Loss) income from operations | (2,735) | 20,280 | (13,921) | 34,282 |
Other income (expense), net | (1,025) | (129) | (93) | (123) |
(Loss) income before income taxes | (3,760) | 20,151 | (14,014) | 34,159 |
OpenEdge [Member] | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Segment revenue | 71,906 | 73,192 | 141,377 | 139,926 |
Segment costs of revenue and operating expenses | 18,446 | 15,855 | 37,980 | 33,246 |
Segment contribution margin | 53,460 | 57,337 | 103,397 | 106,680 |
Data Connectivity and Integration [Member] | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Segment revenue | 7,275 | 7,407 | 14,388 | 15,046 |
Segment costs of revenue and operating expenses | 3,133 | 2,601 | 6,383 | 5,398 |
Segment contribution margin | 4,142 | 4,806 | 8,005 | 9,648 |
Application Development and Deployment [Member] | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Segment revenue | 9,636 | 228 | 14,433 | 393 |
Segment costs of revenue and operating expenses | 10,851 | 1,763 | 20,235 | 3,316 |
Segment contribution margin | $ (1,215) | $ (1,535) | $ (5,802) | $ (2,923) |
Business Segments and Interna64
Business Segments and International Operations (Revenue from External Customers by Product) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
May. 31, 2015 | May. 31, 2014 | May. 31, 2015 | May. 31, 2014 | |
Segment Reporting [Abstract] | ||||
Software licenses | $ 28,722 | $ 27,988 | $ 53,953 | $ 50,252 |
Maintenance | 52,656 | 50,305 | 101,894 | 100,486 |
Professional services | 7,439 | 2,534 | 14,351 | 4,627 |
Total revenue | $ 88,817 | $ 80,827 | $ 170,198 | $ 155,365 |
Business Segments and Interna65
Business Segments and International Operations (Revenue from External Customers from Different Geographical Areas) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
May. 31, 2015 | May. 31, 2014 | May. 31, 2015 | May. 31, 2014 | |
Revenue from External Customer [Line Items] | ||||
Total revenue | $ 88,817 | $ 80,827 | $ 170,198 | $ 155,365 |
North America [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Total revenue | 47,520 | 36,827 | 89,644 | 71,413 |
EMEA [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Total revenue | 31,146 | 33,698 | 59,010 | 63,013 |
Latin America [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Total revenue | 4,388 | 5,703 | 9,356 | 10,811 |
Asia Pacific [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Total revenue | $ 5,763 | $ 4,599 | $ 12,188 | $ 10,128 |
Related Party Transaction (Deta
Related Party Transaction (Details) - May. 31, 2015 - Embdeon Inc. [Member] - USD ($) $ in Millions | Total |
Related Party Transaction [Line Items] | |
Expected payment from related party | $ 0.4 |
Deferred revenue | $ 0.1 |